Only Skin
by Exquisiteliltart
Summary: It's Halloween and Regina rewards Emma by taking their magic lessons a little further.
1. Magic Lesson

Emma focused on the pencil, and nothing else. Her forehead creased and her eyes went wide. She shook lightly and held her breath as she continued in her concentrated effort. A drop of water slipped off the eraser and Regina nodded in approval, a proud smile blooming on her lips, "Good, you've almost got it, Emma. Don't stop now."

"Trying," Emma gritted out, as she kept her gaze trained on the pencil that Regina held between two fingers. Just then the pencil dissolved fully into clear water and splashed down on the desk.

Emma sat back in her chair and took a deep breath to recover. Regina rose from her chair and walked over to the wet bar to retrieve a cloth napkin. She walked back and leaned over Emma to mop up the little puddle. She turned and leaned against the front of the desk, placing her hands on either side of her hips and crossing her ankles.

"That was very, very good. Transforming energy is one of the most difficult tenants of magic to master," Regina reached out with the clean, dry end of the cloth and swiped it across Emma's sweaty brow. She liked to take care of her student.

"Okay, that was pretty neat. Pretty hard though," The blonde nodded as she thought about the effort it had taken to transform the object into water. "What's next?"

Regina chuckled softly, "You've got a long ways to go until we consider you a master, dear. We won't be moving on for some time."

"But when do I get to learn to do the thing… you know what I mean, right?" Emma knew she knew exactly what she wanted, she'd been asking about it since day one of their magic lessons.

The Mayor frowned in annoyance and moved back around her desk. She sat down gracefully and took a sip of her coffee while she regarded Emma with a cock of her head. "How many times have I told you that it's dangerous to just carelessly jump into shape shifting?"

"Yeah I know, you said when you first tried you changed into a horse so you could run with Rocinante, you ended up stuck in the palace barn for three days eating straw and fending off the aggressive advances of some stallion, yada, yada, yada." Emma recited Regina's cautionary tale verbatim as she had heard it several times.

"I am not just some breeding mare," Regina said with a touch of renewed anger and a faraway look in her eye.

"Look, you can just turn me back, if anything goes wrong, right?" Emma asked again as she saw no reason that she would be in any danger. She couldn't mess it up that badly, and if she did she would be returned to her blonde, beautiful self with a swirl of Regina's magic fingers.

"Of course I could turn you back, but that's not the point," she intoned, tapping her finger on the shiny top of the desk. "The point is that you earn it. That you become an independent sorceress, and it's a gradual process. One lesson builds upon another. I didn't just starting throwing fireballs right out of the gate. I'm not here to coddle you, princess."

Emma thought 'uh oh' when Regina started calling her 'princess' it usually meant she was pushing too hard. They had worked out an amicable teacher/student relationship as well as a co-parenting relationship with Henry, and she didn't want to do anything to upset the delicate balance they had achieved.

Regina noticed that Emma was zoning out and decided to call an end to their magic session for the day. It was mentally exhausting to learn magic and she wanted her student to rest up, because she did plan on surprising her with a shape shifting spell in the very near future. She knew it's what she wanted more than anything and Regina thought it was time for a little reward. She always took Henry for ice cream or bought him a new game when he got high marks on his tests in school, and so when Emma worked hard and did well on her magic she thought she deserved a bit of positive reinforcement as well.

However, she would let Emma squirm for just a bit longer.

"You can go now, dear. I'm feeling a bit weary and we both have actual work to do," Regina pushed a stack of paperwork in front of her and looked around fruitlessly for her pencil..."Oh."


	2. by the hammer of Thor

"You are the most handsome Thor I've ever seen!" Regina tugged on Henry's blonde mullet wig trying to straighten it out just a bit. They had made him an impressive hammer out of cardboard and duct tape, Regina had even enchanted it so that no one but Henry could pick it up. His costume had lots of padding that looked like bulging muscles and a pretty fancy red cape. She had even drawn on some chin stubble to give him a more rugged manly look. Now Regina was giving him the final look over before she sent him out into the night to get the highest of sugar highs.

She was checking his belt and lining up his shoulder pads while he stood impatiently waiting to get out on the street and go trick or treating. The doorbell rang and Regina grabbed the plastic witch cauldron brimming with candy, she assumed it was the first trick or treater. She opened the door with a big smile and then it faded when she saw it was only Emma.

"Trick or Treat?" She greeted the mayor with a wide grin. She tipped her cowboy hat, and kicked her leather boots. Her red and white plaid button down, complete with white leather fringe down the sleeves and pearled buttons. She had tied up the shirt in front so her toned midriff was highlighted. As well as the shortest pair of blue jean cutoffs ever made. They were so short that the pockets hung out from beneath where the jeans cut off, and undoubtedly her ass cheeks hung out the backside. Regina's eyebrows shot up her face as she appreciated Emma's tan stomach and shapely legs.

"Oh, it's only you," Regina swallowed finding it difficult to tear her eyes away from the Sheriff's body. "Henry's inside, come on in. He's just about to go out."

"So what are you supposed to be? A renaissance era jailbird?" Emma quipped, once she managed to get past the brunette's ample cleavage busting out from white frilly fabric above the leather corset that was tight around her ribcage and waist. She tried to work out the puffy sleeves and black and white jagged skirt with a wide red velvet belt Regina was wearing along with needle thin stilettos on knee high, laced black leather boots that were super sexy.

"I'm a pirate, obviously. Henry picked it out, he thought you of all people would appreciate it for some reason," Regina waved her hand dismissively, "Once I put on the eye patch and perch the parrot on my shoulder it will be complete."

"Oh, really… this costume was Henry's idea," Emma said meeting Henry as he posed with one knee on the ground holding the hammer just like Thor.

"Mom, what do you think? Do you know who I am?" Henry stood up and smiled, he walked right up to Emma and handed her his hammer.

"That's a pretty good duct tape job," Emma said as she took hold of the makeshift hammer, as soon as Henry let go of it, the weight increased immensely and it fell to the floor pulling Emma down with it. "What the hell?"

"Ha, Mom enchanted it so only I can carry it, because you know, I'm Thor, and it's my hammer," Henry said like a total dork.

Emma and Regina exchanged knowing smiles and held each other's gaze for a moment, enjoying the pride that Henry was feeling. Emma looked around just noticing that the Mayor's house was decorated with spider webs, pumpkins, and little ghosts and bats were hung all down the halls.

"Wow, you really went all out," Emma commented, surprised at the over the top décor.

"It's Halloween, why wouldn't we?" Henry asked equally surprised that Emma would think it was odd.

"Do you have everything you need for the night?" Regina picked up Henry's backpack from the end table in the foyer and rummaged through checking that he had his pajamas and his toiletries were packed.

"Where is he going?" Emma asked, thinking that when Regina asked her to come by she would be taking Henry trick or treating.

"Snow and David are taking a group of children trick or treating and then to the school dance, followed by a slumber party in the gym," Regina relayed the information while Henry nodded his head excitedly.

"It's gonna be awesome!" Henry backed her up, as Regina slipped his backpack over his shoulders, nudging his cape out of the way.

"That sounds like fun," Emma gave Regina a puzzled look, as she clearly wasn't sure where she fit in, in this plan for the evening. Regina gave her a smirk conveying all would be revealed in good time.

The doorbell rang again, and Regina went to answer it, excited that it may actually be a neighborhood group of kids wanting candy this. It was just Snow, so Regina smiled politely and called for Henry. Emma noticed that she seemed upset when she put the candy cauldron back down.

Emma walked him to the door while Regina retreated into the kitchen, "So what's up with the trick or treat no shows?"

"No kids actually come here, but mom gets all hopeful every year," Henry said, looking over his shoulder to make sure Regina wasn't listening.

Emma frowned and then asked, "So she is a pirate, huh. Where did you come up with that idea?"

"You like pirates and now you like my mom, so I thought you'd maybe like her even more if she dressed up," Henry shrugged but his face lit up with hope.

"I've told you before that I don't like her like that. Henry, I know you want us to be a family, and we are, but we're just not going to be…traditional," Emma regretted asking. She knew that was what Henry would say. He had been dropping hints all over that he thought it would be so 'fairytale perfect' for the Evil Queen to date the Savior.

"I know," he said dejectedly, "but if you'd just give her a chance…she likes you. She talks about your magic lessons all the time and gets really happy when you make potions together and stuff. It would just be perfect if we could all be together, I don't know. It's probably not going to happen, but can't you at least try?"

"Oh, Henry," Emma looked up and saw Snow looking between the two of them, wondering if they were talking about what she thought they were talking about. She scowled momentarily and then recovered, trying to stay positive, "Henry, aren't you handsome! And Emma, erm, you look like…it's a costume, that's for sure."

Snow was dressed as an angel, with a halo and golden wings accentuating her long white robe.

"Have fun tonight," Emma called as they turned to leave and meet the other children who stood at the end of the drive, not daring to walk up to the Mayor's house.

"Hey," Emma called out to Snow, and she turned around. "Why don't those kids come up here and get some candy?"

"Oh, even though Regina isn't evil anymore…her reputation," Snow whispered sadly.

"That's stupid, you know she's not serving poisoned caramel apples- she's got king sized snickers bars here. Wait a minute and then send those kids up here to ring the doorbell," Emma insisted conspiratorially. She waved at the kids and beckoned them, knowing that if they saw her, they would be more inclined to come up the drive and get some sweets. Emma shut the door and listened for a minute to Regina doing something in the kitchen.

Sure enough a few minutes later the doorbell rang, and Emma smiled, "Regina put on your eye patch, and get out here!"

Regina emerged from the kitchen and trotted to the door grabbing the candy. She shifted her eye patch over her eye and cleared her throat before picking up the bucket of candy.

"Trick or treat," came a chorus of voices from Batman, Wonder Woman, teenage mutant ninja turtles, and a few others.

Regina beamed and her one uncovered eye lit up, as she passed out candy for all, "Happy Halloween!"

The kids took their treats and turned around, running back down to the street, but the pirate couldn't have been happier. "Those are the first costumed children who have shown up wanting sugar in the past 30 years."

"Well, there ya go," Emma was happy that she could bring Regina a little joy, and thought about what Henry had said. Did Regina really talk about their magic lessons all the time? She was still curious to know why Regina had invited her over.

"Did Henry just want me to see his costume before he took off?" Emma was fishing for a clue.

"No, dear… I have something planned for us, to take your magic trials to the next level," Regina lifted her eye patch and motioned for Emma to follow her upstairs.


	3. Cheetahs, Swans and Bugs

She had never really been upstairs in the house except to visit Henry's room once or twice, and for some reason this trip made her throat go dry, "Do you have something to drink? I'm a little thirsty."

"You can't have anything to eat or drink yet, you'll have to wait until after we do the spell. I need you to have a clear head," the brunette led her down the hall to the bedroom.

Emma looked around nervously, the décor was just what she imagined: Clean and tasteful, a little nature-ish for her taste, but not overtly so.

"You're putting me to sleep?" Emma joked as she felt a burst of nervousness flood her body. She looked at the bed and expensive cover and the arrangement of pillows.

"Hardly," Regina cast a glance at her and moved to the side of the room to open the window. "I am going to teach you how to shape shift tonight."

This was a surprise Emma did not see coming, "Seriously?! I thought you said it was dangerous, and I had a billion more lessons to go through before I could try it and I'd end up eating hay."

"We'll see if we can avoid that this evening. You do feel that your magic is stronger on this night with the force of children's belief in the air?" Regina was pleased to the see that Emma was practically at loss for words.

"I think it is. Maybe," Emma tuned into her magic and felt the power running through her body. Though, it always felt stronger when she was near Regina. They mirrored one another's energy.

"Good, now sit down and get comfortable. There are some precautions and explanations I must impart before the fun begins," Regina motioned to her to sit on the bed, and Emma self-consciously moved to sit on the edge of it, while Regina stood in front of her.

"What are you going to turn me into?"

"Good question. Save it for after the lecture," Regina scolded teasingly and began the lesson: "The laws of physics still apply to magic. Matter cannot be created or destroyed, only transformed. This is important to remember when shape shifting. All the molecules and atoms that make up 'you' are dispersed into space taking on another form, and the power of thought creates a new form for your consciousness to inhabit temporarily. It's different from taking over the body of an already living creature. In shape shifting, you are transforming into a new being whether it is human, animal or even an inanimate object."

Regina paused and Emma thought maybe she should get a chalk board or a power point out to explain how on earth she was going to disperse her molecules and reform her energy.

"Are you familiar with string theory?" Regina asked her student.

"Not really, haven't really had to know any quantum physics in my line of work," Emma mumbled. Regina had promised this would be fun, not a physics course.

"In simple terms, it's the idea that there is an invisible thread connecting all things, and all possibilities," Regina explained. "Ideally, what would you like to shape shift into?"

"I don't know, maybe a Cheetah or something fast," Emma decided imagining running through Storybrooke. "Please don't tell me you're going to turn me into a bug."

"Since this requires you to believe that you are another being in order to become that being, it needs to be something that is second nature to you. Something that is ingrained in the very fabric of your identity," Regina looked very serious as she continued to speak.

"Okay, so what would that be?"

"A swan," Regina smiled, pleased with herself for coming up with the perfect animal that would be simple enough for Emma to be successful on her first attempt.

"Cause of my last name… hmm, do swans fly?" Emma asked she really wasn't sure.

"They do, and I thought we could both turn into swans tonight and go on a flight."

"Awesome!" Emma was so ready and flying sounded even better than running. "What happens if I can't turn back? Or worse, what if I fly into a window pane?"

"You'll just have to be careful, and I will help turn you back if you get stuck," Regina promised, shuddering to think of how she would explain that a swan was now Henry's other mother and Snow's daughter.

Emma thought it over briefly, she trusted Regina implicitly after all they had been through, and when it came to magic, she took it very seriously. It touched her that Regina thought enough to skip some lessons and do this for her now.

"Take off your clothes," Regina commanded. "We'll get started so we have enough time for a good flight."

"But don't my clothes just transform with me?" Emma was on board right up until the full nudity part of the lesson commenced.

"Yes, your clothes can transform along with you, but that is more advanced work- it will be hard enough to deal with your own energy let alone those scraps of fabric you are currently adorned in. Now Strip."

The blonde thought it over and the explanation made sense. Besides if Regina was just trying to get her naked she could have simply offered her some drinks. (Preferably tequila.) Emma unsnapped her blouse and untied the ends letting it hang off her shoulders while she made very quick work of the buttons on her shorts. She kicked off her shoes and shimmied out of her clothes in no time. Feeling a bit shy and exposed she took more time unhooking her bra and sliding her panties down her legs. She looked sheepishly over to Regina, and saw that she was actively looking at the ground, and was there a blush on her cheeks? She couldn't exactly tell.

"How come you're not undressing too?" Emma figured the worst thing in the world wouldn't be if Regina saw her naked. She did work hard on her body and she didn't mind showing it off, but it would be a bit better if she wasn't the only one in her birthday suit.

"I am the teacher, and I know how to transform my clothes along with my body," Regina looked up and nonchalantly looked at the blonde who was fully naked and clearly a bit chilly standing at the foot of her bed, her lie in a heap costume on the floor beneath her.

Emma saw Regina looking at her, and she felt her body respond in a sexual way she hadn't felt in a very long time. A flush immediately crept up her chest and neck and her nipples hardened on their own accord. Butterflies rattled in her stomach, and she clenched her thighs together, unsure if she should cover herself with her hands. There was something about being exposed like this, about to do magic on Halloween that made her feel like a real witch for the first time.

"I think I'd learn better if you were doing it the same way as me, and maybe I'd feel less self-conscious," Emma tried again, noticing Regina had turned away from her. She didn't want things to get weird. She was about to say 'never mind' when she saw Regina slip off her high heeled boots and reach around to untie the knots on her corset.

"You may be right, I suppose," Regina sighed as the corset fell to the floor along with the red belt tied around her hips. Next, the poofy sleeved black and white striped dress lifted over her head and she was standing in next to nothing under the moonbeams coming in from the window.

Emma was struck by the thought that she was so glad Regina didn't pawn her off to go to the school slumber party with Henry. Regina's bra hit the floor, exposing more of her smooth, perfect skin and then her panties dropped, and she turned around in her full glory.

A moment passed where Emma tried not to stare and Regina tried not to stare, but both failed. Regina broke away finally, and her voice was a bit huskier than normal, "Are you ready?"

She had been ready, until her mind was suddenly consumed with the searing image of Regina's hot body highlighted by the light of the moon. She wouldn't say the attraction was new, and working together on magic was a very intimate experience for both of them, but tonight felt different.

Regina didn't wait for Emma's response she simply stood in the middle of the room and lifted her arms into the airs, "Stand here, next to me."

Emma moved into position and tried to concentrate.


End file.
